Basic Search

Marginal note:Directors’ and officers’ insurance

• 18 (1) The Board may purchase and maintain insurance for the benefit of a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board’s request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest — and the personal representatives of that person — against any liability incurred by the person in that capacity unless the liability relates to a failure to act honestly and in good faith.

• Marginal note:If no insurance

  (2) If the Board does not purchase and maintain insurance under subsection (1), the Board shall indemnify each person referred to in that subsection, out of the funds, against any liability incurred by the person in that capacity, so long as the person acted honestly and in good faith.

Marginal note:Transitional — application of certain provisions

• 229 (1) Subsections 64(5) and (6) and 65(4), section 75, subsection 76(3), sections 82, 133, 135, 136, 139, 141, 180, 181, 183 and 185, subsection 186(3) and section 188 apply only with respect to contributors who die on or after the day on which this subsection comes into force.

• Marginal note:Transitional — application of certain provisions

  (2) Sections 208, 209, 214, 215, 218, 219, 222 and 223 apply only with respect to officers and former officers who die on or after the day on which this subsection comes into force.

• Marginal note:Transitional — application of certain provisions

  (3) Sections 225 and 226 apply only with respect to members and former members who die on or after the day on which this subsection comes into force.

50 The Governor in Council may make regulations

• (a) respecting the application to the Board and its subsidiaries of provisions of the Pension Benefits Standards Act, 1985 and regulations made under that Act;

• (b) adapting provisions of the Pension Benefits Standards Act, 1985 and regulations made under that Act in the manner that the Governor in Council considers appropriate for the purpose of applying them to the Board and its subsidiaries;

• [...]

• (d) prescribing anything that this Act provides may be prescribed or may be determined by regulation.

Marginal note:Disclosure of director’s interest

• [...]

• (5) A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

  • [...]

  • (b) one for insurance or indemnity under section 18; or

• Marginal note:Continuing disclosure

  (6) For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

• [...]

• Marginal note:Application to court

  (8) If a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

• Marginal note:Meaning of transaction

  (9) In this section, transaction includes a contract, a guarantee and an investment.

Marginal note:Validity of acts

22 An act of the Chairperson or other director of the Board, or of the chief executive officer or other officer of the Board, is not invalid by reason only of an irregularity in that person’s appointment or a defect in that person’s qualifications.